Starry Night
by WoF Writer's Guild Official
Summary: By the power of black magic fuckery AKA an animus necklace, Starflight permanently becomes a woman in the middle of Nightwing heat season, and Clay decides to give her some help. Takes place in an AU where the DOD didn't leave the mountain until into their adulthood. Shipping primary focus with lemons running about. ClayxFem!Starflight.


**Starry Night - Galaxyishigh**

* * *

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!" Clay was suddenly awoken by a girlish scream. He looked around to Glory and Tsunami. Sunny was still asleep. Glory looked at the doorway.

"What the heck was that?" Glory said. The Mudwing followed her gaze.

"I _think _it's Starflight, he's the only one not here." He got up off the ground. "I'll go check on him. If he's crushed by a stalactite or something I can lift it up." Clay in reality had never seen a stalactite fall, but Kestrel always drilled it in them to stay away because they might.

"Just make sure he isn't dying." Tsunami gruffly said and laid back down. Clay nodded and walked out of the room, calling for Starflight. He made his way to a small hallway.

"Starflight?" He called down it. A voice responded.

"Uh-Uh-uh, Y-Yeah! I'm j-just….-cleaning up!" Clay looked down the hallway. It was Starflight, all right, but he sounded...off...The mudwing couldn't quite put his claw on it.

"Are you okay? Are you hurt?" Clay ran to his friends voice, worried.

"No-no! It's fine! I'm fine!" Clay continued onward.

"Are you sure Starflight?"

"Y-yeah!" Clay didn't believe it. He was convinced his friend was hurt, and ran to where he heard the voice. Strangely, when he made his way to the room, he couldn't find anything except a bunch of knocked over wooden attack dummies.

"Starflight?" He heard a high pitched "Eep!" Muffled from behind the wall. "Starflight? Are you- behind a _wall_?" He heard a sigh.

"...Yes." He did a double take. That was a decidedly female voice.

"...Starflight? Are you okay? Why do you sound like- a girl?" He got closer to the wall so he could hear.

"I...I can't tell you." Clay looked at the solid wall.

"How the hell did you get behind an actual _wall_?"

"..."

"Starflight, you gotta help me out here." He said, worried. "Are you hurt, is there any way I can get to where you are? Are you stuck?"

"...I-I am stuck, technically speaking." Clay walked to the wall.

"Alright, I'm going to try to break the wall open so you can get out."

"Oh, that's fine, I'll find my own way out, really!" Clay shook his head.

"This is easier, and probably faster."

"By giving yourself brain damage?"Starflight asked.

"...Alright you have a point," Clay thought. "What if I ram it with my shoulder instead?"

"Really, I'm fine."

"Nope, I'm helping my friend, whether you want me to or not." He took his stance and prepared, charging.

"PLEASE DON'T YOU THICK HEADED-" Clay had already charged into the wall and past it into a room lit with torches. He stopped right before he hit the other wall. Turning around, he found himself face to face with a female Nightwing. Starflight. He-(She? She.) She looked down as her ears flattened.

"Please don't freak out..." Clay gaped in shock.

"...Starflight?" The Nightwing sat down.

"Yeah...it's me..." Clay looked up and down his newly transformed friend.

"But ..._how_?" Starflight sighed.

"I don't know! I was walking and I tripped, and fell into here. There was a necklace on that podium," She pointed to a small stand in the middle of the room. "And I put it on, I became like this. I thought it might have been temporary so I took it off but, no...I-I'm female permanently." Clay sat down next to her.

"How do you know it's permanent?" Starflight rolled her eyes.

"Because I'm still female you dolt!" Starflight flinched after her outburst. ""Sorry...I'm just stressed, from this, and…" She trailed off, finding herself look down at the muscles on his forelimbs.

"From what?" Clay asked.

"N-Nothing." She snapped from her hypnotized state. "Anyway...sorry about the outburst."  
"Well maybe it runs out after a day or something." Starflight was having increasing trouble keeping her eyes from wandering.

"M-Maybe." Clay looked over to see the difference between the male and female Starflight. This female version was slimmer but...curvy. Her face was tighter, her eyelashes had elongated. Her voice was higher. Her wing span hadn't changed much, but Fem-Starflight was definitely smaller than male Starflight, and resulted in Clay towering over her.

"Is something wrong Starflight?" The Mudwing asked her. Starflight shook her head, her eyes moving down to the "area" between his legs. Clay closed his legs, preventing STarflight from seeing more. "Starflight, what's going on?" Starflight blushed hard and found it hard to form words. Finally she managed to say three words.

"I'm in heat." Clay was silenced. It took a moment for him to recover.

"Is it from...this? Or-" Starflight interrupted him.

"Oh no, it's been like that for a few weeks, but... I've been too shy to say something or, well...do anything about it." Clay nodded, processing the information. Did she just say she hadn't masturbated in weeks? That had to have been uncomfortable.

"Oh ...well...at least you have here to do it now." Starflight seemed to be disappointed, for some reason. Like she was hoping for something.

"Y-Yeah…." She couldn't help but look at the muscles bulging from his built Mudwing body. Clay looked at her as well. He found himself staring over her body as she was his, before snapping out of it. He looked away. Starflight looked away too, before looking back to him, blushing like crazy.

"Clay ...I...I think I need some help."

"..." Clay remained silent.

"...Clay?" Starflight worried he had ruined their friendship.

"...What...kind of help?"

"I...I don't really know how to...you know...like this, Except for sex."

"..."

"Clay, I need you….to fuck me." She asked, embarrassed. Clay looked at Starflight, admiring her curves and her face...he had to admit she was kind of sexy…plus he was kind of horny too. But fucking his best friend? He had never entertained the thought. Well, that was when he was male, but now...and they were adults. It would be legal. But this was his friend, but she was in heat, and possibly hurting. Clay sighed.

"...O-kay...Okay." H felt his face flush with blood. Starflight nodded slightly.

"All-Alright." Starflight laid down on the ground and exposed her dripping wet pussy. Clay blushed and felt his dick unsheath. Starflight looked down at it.

"Mmmmm...it's so big, Clay..." The Mudwing felt himself unsheath faster. Mounting the horny Nightwing, Clay assumed the dominant role, and Starflight seemed more then happy to take the submissive. He looked at Starflight in the eyes and smiled warmly, teasing her by rubbing his massive dick up and down the outside of her folds.

"You like that?" Starflight let out a cute moan.

"Yes..." Clay continued teasing, leaning down to lick her neck. If he was going to make his friend feel good then he was going to go all out for her. Starflight moaned louder.

"Do you know how to, you know..." Clay chuckled.

"Yes, I know how to have sex, I paid attention in sex ed." Starflight nodded, assured.

"Then fuck me." She told him.

"Oh~, when did you get so demanding?" He placed his tip at Starflight's entrance.

"I'm horny, Clay." Starflight deadpanned.

"Well, I think we've forgotten who's the dominant one here." The Mudwing gently thrust his tip in, just enough to leave her wanting more.

"Beg." Clay said. Starflight squealed in pleasure.

"Please, Clay. Fuck me. Fuck me, please." Clay acted like he was thinking for a moment.

"Hmm ...Alright, I will, but only because you asked like a good girl." He placed his hand on Starflight's mouth, preventing her from making noise. "I'm gonna be gentle, but it might hurt at first. This is just so you don't scare everyone if you scream." The Nightwing nodded, and braced as Clay gently took more and more of him inside her. Starflight screamed as she was stretched beyond belief.

Both laid there for a few minutes, getting used.

Clay took his hand off the female Nightwing's mouth.

"F-Fuck, this is so weird…" Clay chuckled.

"Does it hurt too bad, Starflight?" He wiped a tear from her eyes.

"It feels...g-good….keep going, please..." Clay nodded and pulled out slowly, before gently thrusting in, leading to a moan drawing from Starflight's lips. Clay looked into the Nightwings eyes and saw her lustful gaze stare back at him. Clay debated kissing her. _That might be a little too far… _The Mudwing thought. Then again, his member was buried deep within his friend. Starflight nuzzled her head in Clay's neck and began licking. Clay moaned and started thrusting faster. Starflight moaned with each thrust.

"You like that?" Clay asked her lustfully. Starflight nodded. "Yeah, I bet you do…Moons you're damn sexy as a girl…" Some words of encouragement go a long way, as did these when Starflight bucked her hips and continued licking Clay's neck, this time making long, slow licks. Clay moaned as he thrusted even faster. Starflight gazed at Clay with her emerald green eyes.

"C-Clay, I'm gonna…." Clay nodded and thrusted deeper. Starflight grabbed him and kissed him deeply as she orgasmed, squeezing his dick and coating it in her juices. Clay said fuck it mentally and explored her mouth with his tongue, moaning. Her orgasm lasted a minute or two, Clay finding it incredibly hot as her walls milked the precum out of him.

When Starflight was left a drooling mess of sexual high Clay pulled out and pulled her up.

"You know, I can't cum in you…"

"I-I know...do you want to fuck my ass or my mouth?" Clay did a double take, before thinking about his answer.

"...Mouth, so it doesn't hurt you.." Starflight nodded understandingly and rolled him on his back, spreading his legs. Starflight found herself fixated on the throbbing of Clay's massive organ. _Jeez, how did that thing even fit inside me…_She thought to herself. She got closer as Clay gently grabbed the back of her head and moved it to his dick. Starflight gave the tip an experimental lick. Clay moaned and moved her head over the tip, allowing it to invade her sense. Starflight quickly felt herself become horny again and savored the taste of Clay's meaty shaft, before moving her tongue and catching up any precum. Clay pushed her farther down, forcing the Nightwing to accommodate the sudden thickness. She started bobbing her lead, her tongue making quick rapid licks and his length. The large male thrust his hips and moaned Starflight's name. Starflight looked at him proudly and began taking more of his length. She bobbed up and down, gagging on his overly large cock.

"Fuck, Starflight, keep going..." The Nightwing went faster, using her tongue to jack him off in her mouth. Starflight could feel his length throbbing against her mouth. She kept going, feeling his hand touch the back of her head. Clay held her there, thrusting into her mouth. Starflight moaned at the dominant Mudwing's actions and let him continue. Clay moved them to the ground, finding it easier to thrust into her open-wide maw. The submissive Nightwing moaned. _Fuck he's so hot. I need to taste his seed NOW._ Starflight continued to jack him with her tongue, squeezing and feeling it throb.

"Star...I'm gonna..." Starflight's face blushed harder, if that was even possible at that point. She kept going until she felt him erupt in her mouth, coating her tongue in his salty seed. Starflight had to start swallowing almost immediately as Clay's spunk began overflowing out of her mouth. Clay pulled himself off of her and nudged her legs open, lapping up her juices. _Damn, already? Give me a breath-_ Her thoughts were cut off by his tongue sticking inside of her. _Nevermind. Keep going please…_ Clay began thrusting his tongue in and out of her. He teased her, going slowly, until coming to a complete stop, making her beg for more, before suddenly plowing into her with his tongue as fast he could, effectively making Starflight a drooling, moaning mess on the floor. The Mudwing felt her walls close on him as her second orgasm racked her to her very core. Clay looked up. She had passed out on the spot. He smiled and brought her close to him, falling asleep himself soon after.

* * *

When Clay woke up, he found himself confused. _Where am I?_ He thought. Then he remembered Starflight. He looked over to the Nightwing, currently cuddled up against him. _Oh. Right. Wait. FUCK!_ He mentally started freaking out. He had just fucked his newly made female best friend, ate her out, then fell asleep cuddling. What. The. Fuck. Was wrong with him? He looked to the fake wall, hearing the rest of the group calling for them.

"Clay! Starflight!" Sunny called for the two. Clay nudged Starflight awake. She groaned and rolled over, waking up fully. She stared at Clay.

"Shit." She simply said. They turned to the fake wall as well. The Nightwing looked back to the Bigwings with slight fear in her eyes. "I-I...I don't know how they'll react. What do we do? I can't just hide forever..." Her head and ears drooped. Clay place a hand on her shoulder.

"It'll be okay. Star. I'm sure they won't do anything." Starflight looked back up, her anxiety starting to act up.

"But what if they _do?_" Clay shook his head.

"They're your friends. Nothing will happen." He told her assuringly. Starflight took a deep breath and nodded. "I'll go outside and talk to them, you can come in after." The Mudwing said. He looked to the wall and began walking through it.

"Clay?" Starflight's voice echoed through the room. Clay turned back.

"Yeah?"

"...Can we...talk...later?" She said. Clay nodded and went back to walking out the wall. When he arrived on the other side, he realized the other three were just on the other side of the hallway, and mentally panicked.

"Where are they? It's been hours..." Tsunami said demandingly.

"I don't know!" Sunny retorted. Clay bit his lip, and walked out to the group. Startled, Glory cursed. Sunny gasped. "There you are! Where were you guys?" Clay tensed.

"Well...About that..." He looked at them. "Starflight-...Something to him-and..." He found his words trailing off.

"For the moons, spit it out! Is he hurt?" Tsunami roared, worried. Clay winced.

"Well..." He looked back to find Starflight staring back at him.

"It's better you see Starflight." At that moment Clay took a step to the side and Starflight froze, emerald eyes becoming trapped in the confused gaze of her friends. Neither of them spoke for a few seconds before Starfliht managed to choke out, a little frightened and embarrassed.

"Uhm...Hi..." The Nightwing said quietly.


End file.
